Cecilia Jones
AGIOS PHARMACEUTICALSAbout Cecilia Jones
Cecilia Jones, age 50, has served as Chief Financial Officer of Agios since September 2022; she holds an M.B.A. from Harvard Business School and an economics degree from Universidad de San Andrés (Buenos Aires) . During her tenure, Agios’ net product revenue increased to $36.5 million in 2024 from $26.82 million in 2023, and the company identifies Net Product Revenue, Clinical Milestones, and Research Milestones as the most important pay–performance measures for 2024 . The company’s cumulative TSR value-of-$100 index was 68.82 in 2024 versus 46.64 in 2023, while peers (NASDAQ Biotech Index) were 113.84 and 115.42, respectively . Notably in 2024, Ms. Jones “secured additional financial security” by leading the sale of the vorasidenib royalty rights to Royalty Pharma for $905.0 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LogicBio Therapeutics, Inc. | Chief Financial Officer | Jan 2021 – Sep 2022 | Led finance at a gene therapy company prior to joining Agios . |
| Biogen | Vice President, Finance | Jun 2019 – Jan 2021 | Senior finance leadership; preceded by Senior Director, Corporate Finance (Jul 2015 – Jun 2019) . |
| Biogen | Various roles (from Nov 2010) | 2010 – 2019 | Roles of increasing responsibility across finance . |
| Interactive Data Corporation | FP&A roles | N/A | Financial planning and analysis positions . |
| Genzyme Corporation | FP&A roles | N/A | Financial planning and analysis roles (pre-Sanofi acquisition) . |
External Roles
- No external public company directorships or committee roles are disclosed in Ms. Jones’ company biography within the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | $475,000 (at hire) | $484,500 (+2%) | $503,880 (+4%) | $535,085 (+6.2%) |
| Target Bonus (% of Salary) | 45% (at hire) | 45% | 45% | 45% (unchanged) |
| Actual Annual Cash Incentive ($) | $96,188 | $252,910 | $283,433 (125% of target) | N/A (to be determined for 2025) |
Performance Compensation
Annual Performance-Based Cash Incentives
- 2023 corporate scorecard and payout:
- Overall company performance score: 116% .
- Weighted corporate goals and outcomes: see table below .
- 2024 corporate goals and weighting (program funding capped at 150% of target): see table below .
- Individual payout: Ms. Jones received 125% of her 2024 target cash incentive ($283,433) based on company and individual performance .
| 2023 Corporate Goal | Weighting | Assessment of Achievement | Weighted Performance |
|---|---|---|---|
| Build momentum for PYRUKYND launch/foundation | 20% | 95% | 19% |
| Advance PYRUKYND in pivotal programs (thalassemia, SCD) | 40% | 130% | 52% |
| Diversify pipeline beyond PYRUKYND | 20% | 125% | 25% |
| Financial strength, strategy, org & culture | 20% | 100% | 20% |
| Total | 100% | — | 116% |
| 2024 Corporate Goal | Weighting |
|---|---|
| Hemolytic anemia franchise foundation and launch readiness; achieve PYRUKYND revenue target; secure ex-U.S. partners | 35% |
| Advance PYRUKYND (sNDA for thalassemia; RISE UP Phase 3 LPI in SCD) | 35% |
Program notes: annual funding capped at 150% of target; awards determined via a pool adjusted for performance against predetermined goals .
Long-Term Equity Incentives (Structure, Sizing, and Vesting)
- Annual program design:
- 2024 split: ~50% options, 25% RSUs, 25% PSUs (by grant-date value) .
- 2025 split: for non-CEO NEOs (including Ms. Jones) ~50% options, 25% RSUs, 25% PSUs; CEO has higher PSU mix .
- Clawback policy maintained for equity and incentive compensation .
| Grant Year | Instrument | Count/Terms | Vesting/Price |
|---|---|---|---|
| 2024 | Stock Options | 60,000 | 25% after 1 year, then monthly over 36 months; exercise price $32.27 (3/1/2024) |
| 2024 | RSUs | 17,000 | One-third annually over 3 years (from grant date) |
| 2024 | PSUs | 17,000 | 50% vests on a specified regulatory milestone; 50% on a specified commercial milestone; service required |
| 2025 | Stock Options | 43,500 | 25% after 1 year, then monthly over 36 months; exercise price $35.54 (3/1/2025) |
| 2025 | RSUs | 12,000 | One-third annually over 3 years (from grant date) |
| 2025 | PSUs | 12,000 | One-quarter on clinical milestone #1; one-quarter on clinical milestone #2; one-half on R&D milestone; service required |
- New hire equity awards (material inducement, 2022):
- Options: 118,390 at $27.88; 25% vests on 9/26/2023; remainder vests monthly over next 36 months .
- RSUs: 22,417; vests in equal annual installments on 1st, 2nd, 3rd anniversaries of grant .
- PSUs: 10,760; 50% tied to specified clinical/regulatory milestones; service required .
Equity Grant Fair Values (Summary Compensation Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $624,986 | $150,060 | $548,590 |
| Option Awards ($) | $1,882,584 | $307,242 | $1,068,185 |
| Non-Equity Incentive Plan Comp ($) | $96,188 | $252,910 | $283,433 |
PSUs in 2024 were recorded at $0 grant-date fair value based on “not probable” accounting assessment at grant; maximum theoretical values are disclosed for each NEO .
Equity Ownership & Alignment
| Date (as of) | Shares Owned | Options/Other Rights Exercisable Within 60 Days | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Mar 31, 2023 | 0 (— reported) | 0 (— reported) | 0 | <1% |
| Mar 31, 2024 | 14,840 | 55,741 | 70,581 | <1% |
- Stock ownership guidelines: CEO ≥3x salary; other executive officers (incl. CFO) ≥1x salary; five-year phase-in; hedging and pledging are prohibited; as of Mar 31, 2024 all directors/executives were in compliance, and Ms. Jones is within the five-year phase-in period (not yet required to meet the threshold) .
- Anti-hedging/pledging: short sales, derivatives, prepaid forwards, collars, margin purchases, and pledging are prohibited .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At-will; employment agreement effective Sep 26, 2022 |
| Base salary at hire | $475,000; target bonus 45% of base salary (pro-rated in 2022) |
| Sign-on bonus | $175,000 |
| New hire equity | Option 118,390 @ $27.88; 22,417 RSUs; 10,760 PSUs; vesting as described above |
| Severance plan | Benefits for termination without cause/for good reason: before/>18 months after CIC, or within 18 months following CIC; conditioned on non-compete, non-solicit, obligations, and release |
| Severance amounts (12/31/2024 hypothetical) | Without CIC: Base salary 12 months ($503,880), target bonus ($226,746), COBRA ($20,897), 12 months vesting acceleration value ($245,530) . With CIC (within 18 months): Base salary 12 months ($503,880), target bonus ($226,746), COBRA ($20,897), 100% equity acceleration value ($1,326,136) . |
| Severance amounts (12/31/2023 hypothetical) | Without CIC: Base salary 12 months ($484,500), target bonus ($218,025), COBRA ($18,637), 12 months vesting acceleration value ($166,409) . With CIC (within 18 months): Base salary 12 months ($484,500), target bonus ($218,025), COBRA ($18,637), 100% equity acceleration value ($466,445) . |
| Acceleration mechanics | Pre-/post-CIC (no CIC termination): 12 months acceleration for new-hire equity (Jones); With CIC termination: 100% acceleration of unvested equity . |
| Other policies | Clawback policy in place; no tax gross-ups; no option repricing; limited perquisites . |
Compensation Structure Analysis
- High at-risk mix and milestone orientation: For 2023, ~73% of non-CEO NEO pay was variable; 2024–2025 equity split maintains a substantial PSU component with milestone-based vesting, and 2024 PSUs were valued at $0 at grant under accounting rules due to “not probable” performance assessment, signaling stringent targets .
- Annual bonus rigor: Corporate funding capped at 150%; 2023 scorecard paid at 116% overall; Ms. Jones paid 125% of target for 2024, reflecting both corporate execution and individual contributions (notably the $905m royalty-rights monetization) .
- No shareholder-unfriendly features: anti-hedging/pledging, no option repricing, no tax gross-ups, and stock ownership guidelines with compliance framework and phase-in .
- Double-trigger protection: No cash payout or equity acceleration solely upon a change in control; severance and acceleration generally require a qualifying termination, with 100% equity acceleration upon CIC termination and 12-month acceleration otherwise for Jones’ new-hire awards .
Risk Indicators & Red Flags
- Prohibitions on hedging/pledging reduce alignment risk; clawback policy in place .
- No evidence of tax gross-ups, option repricing, or excessive perquisites, aligning with governance best practices .
Performance & Track Record Highlights
- 2024 achievements noted for Ms. Jones include leading the $905.0 million sale of vorasidenib royalty rights to bolster financial security .
- Net product revenue: $36.5 million in 2024 vs $26.82 million in 2023 (company-wide), a key pay–performance metric for 2024 .
- TSR: 2024 value-of-$100 TSR index at 68.82 vs 46.64 in 2023; peer group (NASDAQ Biotech Index) at 113.84 and 115.42, respectively .
Equity Vesting and Potential Selling Pressure
- Time-based options vest monthly following a one-year cliff; RSUs vest in equal annual tranches over three years; PSUs are milestone-based—together creating periodic vesting events that may add supply, subject to trading windows and the company’s anti-hedging/pledging policies .
Investment Implications
- Alignment: Strong pay-for-performance architecture (cap on bonuses, milestone-based PSUs, clawback, ownership guidelines) ties Ms. Jones’ upside to commercial (PYRUKYND revenue), clinical, and R&D milestones—key value drivers for Agios .
- Retention vs. dilution/supply: Multi-year vesting (monthly options; annual RSUs) and sizable ongoing annual grants support retention but create recurring vesting events; anti-hedging/pledging reduces misalignment risk .
- Change-in-control economics: Double-trigger severance and full acceleration upon CIC termination are competitive; pre-/post-CIC non-CIC termination terms include 12 months’ salary/target bonus and partial acceleration for Jones’ new-hire equity—protective but not excessive .
- Execution signal: The $905m royalty monetization she led enhances liquidity and extends runway to pursue pivotal programs, reinforcing her finance execution track record; 2024 payout at 125% reflects that performance linkage .